Exhibit 10.1

    

    

    

    
      November 15, 2018

      

      

      AMCI Acquisition Corp.

      975 Georges Station Road, Suite 900

      Greensburg, PA 15601

      

      

      
        
          	Re:	
                  Initial Public Offering

                


        

      

      

      

      Ladies and Gentlemen:

      

      

      This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AMCI Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
          and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units
          (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of
          the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles
          the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.

      

      

      In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good
          and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of AMCI Sponsor LLC (the “Sponsor”) and
          the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and
          collectively, the “Insiders”), hereby agrees with the Company as follows:

      

      

      
        
          	

                	1.	
                  The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
                      Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such
                      stockholder approval.  If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company
                      in connection with such tender offer.

                


        

      

      

      

      
        
          	

                	2.	
                  The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months from the closing of the Public
                      Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor and each Insider shall take all reasonable steps to
                      cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of
                      the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on
                      the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
                      will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
                      such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
                      of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify the substance or timing of the ability of holders of Offering Shares to seek redemption
                      in connection with a Business Combination or the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by the date set forth in the Charter, unless the Company provides its
                      public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
                      interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.

                


        

      

      

      

      
        
          


      

      The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
          Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held
          by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such
          Business Combination or a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within
          the time period set forth in the Charter or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and
          liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).

      

      

      

      

      
        
          	

                	3.	
                  During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the
                      prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
                      or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants or any
                      securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
                      consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such
                      transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges
                      and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major
                      news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of
                      this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the
                      extent and for the duration that such terms remain in effect at the time of the transfer.

                


        

      

      

      

      
        
          


      

      
        
          	

                	4.	
                  In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
                      the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss,
                      liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to
                      which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written
                      letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided,
                      however, that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below
                      the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the
                      Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) shall not apply to any claims by a third party or a Target which executed a waiver of
                      any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
                      liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
                      receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

                


        

      

      

      

      
        
          	

                	5.	
                  To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45 days from the date of the
                      Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus
                      the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not
                      exercised in full by the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering. For purposes of clarification, nothing in
                      this paragraph will impact the number of Units purchased by the Sponsor as part of the Forward Purchase Contract (defined below).

                


        

      

      

      

      
        
          	

                	6.	
                  (a) The Sponsor and each Insider hereby agrees not to participate in the formation of, or become an officer or director of, any other any other special purpose
                      acquisition company with a class of securities registered under the Exchange Act until the Company has entered into a definitive agreement regarding an initial Business Combination or unless the Company has failed to complete a
                      Business Combination within the time period set forth in the Charter.

                


        

      

      

      

      (b) The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a
          breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
          non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

      

      

      
        
          	

                	7.	
                  (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the
                      earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
                      for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date
                      on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for
                      cash, securities or other property (the “Founder Shares Lock-up Period”).

                


        

      

      

      

      (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or
          issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with
          the Founder Shares Lock-up Period, the “Lock-up Periods”).

      

      

      
        
          


      

      (c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common
          Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
          are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) in the case
          of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the
          case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any
          contingent forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event
          of the Company’s liquidation prior to the completion of an initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), these permitted
          transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.

      

      

      
        
          	

                	8.	
                  The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or
                      association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
                      and accurate in all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and
                      warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of
                      securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to
                      any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.

                


        

      

      

      

      
        
          	

                	9.	
                  The Sponsor agrees to enter into a contingent forward purchase contract (the “Forward Purchase Contract”) to purchase up to 5,000,000 Units at a price per Unit of $10.00 per Unit, in a transaction exempt from the registration requirements of the Securities Act (the “Private Placement”). The Private Placement will be completed concurrently with the completion of the initial Business Combination.

                


        

      

      

      

      
        
          	

                	10.	
                  Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall
                      receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the
                      consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of
                      the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to an affiliate of the Sponsor for certain office space, utilities and secretarial and
                      administrative support as may be reasonably required by the Company for a total of $10,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business
                      Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an
                      intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned
                      amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be
                      identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

                


        

      

      

      

      
        
          


      

      
        
          	

                	11.	
                  The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or
                      non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being
                      named in the Prospectus as an officer and/or director of the Company.

                


        

      

      

      

      
        
          	

                	12.	
                  As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
                      the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder
                      Shares; (iii) “Founder Shares”
                      shall mean (a) the 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 750,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the
                      over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.004 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that
                      holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to 5,500,000 shares of Common Stock
                      of the Company (or 6,100,000 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,500,000 in the aggregate (or $6,100,000 if the
                      over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in
                      the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public
                      Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
                      directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and
                      regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
                      security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

                


        

      

      

      

      
        
          	

                	13.	
                  The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or
                      policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

                


        

      

      

      

      
        
          	

                	14.	
                  This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
                      understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
                      be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

                


        

      

      

      

      
        
          	

                	15.	
                  No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
                      Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor
                      and each Insider and their respective successors, heirs and assigns and permitted transferees.

                


        

      

      

      

      
        
          


      

      
        
          	

                	16.	
                  Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
                      or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole
                      and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.

                


        

      

      

      

      
        	 	
                17.

              	
                This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be
                    deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

              


      

      

      

      
        	 	
                18.

              	
                This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
                    validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
                    this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

              


      

      

      

      
        	 	
                19.

              	
                This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
                    to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way
                    to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any
                    objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

              


      

      

      

      
        	 	
                20.

              	
                Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and
                    shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

              


      

      

      

      
        	 	
                21.

              	
                This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
                    provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by March 31, 2019; provided further that paragraph 4 of this Letter Agreement shall survive such
                    liquidation.

              


      

      

      

      [Signature Page Follows]

      

      

      
        
          


      

      Sincerely,

      

      

      	 	
              AMCI SPONSOR LLC

            
	 	 	 
	 	
              By:

            	
              /s/ William Hunter

            
	 	 	
              Name:  William Hunter

            
	 	 	
              Title: Manager

            


      

      

      	 	
              By:

            	
              /s/ William Hunter

            
	 	 	
              Name:  William Hunter

            


      

      

      	 	
              By:

            	
              /s/ Hans J. Mende

            
	 	 	
              Name:  Hans J. Mende

            


      

      

      	 	
              By:

            	
              /s/ Brian Beem

            
	 	 	
              Name:  Brian Beem

            


      

      

      	 	
              By:

            	
              /s/ Nimesh Patel

            
	 	 	
              Name:  Nimesh Patel

            


      

      

      	 	
              By:

            	
              /s/ Gary Uren

            
	 	 	
              Name:  Gary Uren

            
	 	 	 
	 	
              By:

            	
              /s/ Lawrence M. Clark, Jr.

            
	 	 	
              Name:  Lawrence M. Clark, Jr.

            


      

      

      	 	
              By:

            	
              /s/ Jason Grant

            
	 	 	
              Name:  Jason Grant

            


      

      

      
        
          


      

      	
              Acknowledged and Agreed:

            	 
	 	 
	
              AMCI ACQUISITION CORP.

            	 
	 	 	 
	
              By:

            	
              /s/ William Hunter

            	 
	 	
              Name: William Hunter

            	 
	 	
              Title: Chief Executive Officer

            	 


      

      

      [Signature Page to Letter Agreement]